Offer For LIFFE: Recommended Cash Offer For LIFFE (Holdings) Plc By UBS Warburg On Behalf Of Euronext NV

• The boards of Euronext and LIFFE announce that they have agreed the terms of a recommended cash offer for LIFFE to be made by UBS Warburg on behalf of Euronext.
• The Offer, which will be unanimously recommended by the board of LIFFE, will be £18.25 in cash for each LIFFE Share, resulting in a total cash consideration payable by Euronext of approximately £555 million.
• The Offer represents a premium of approximately 112% to the closing mid-market price of £8.60 per LIFFE Share on 27 September 2001, being the last business day prior to the announcement that LIFFE had received approaches from a number of parties which might or might not lead to an offer being made for LIFFE and a premium of approximately 21% to the closing mid-market price of £15.13 per LIFFE Share on 26 October 2001, being the last business day prior to this announcement. The combination of Euronext and LIFFE will bring together two major players in the European derivatives exchange market. The enlarged entity will be a leading market player benefiting from the complementary strengths of the two companies, with an enhanced product offering, a broader customer base and a competitive clearing solution for exchange-traded derivatives transactions.
• The derivatives business of Euronext will be placed under the LIFFE umbrella, based in London and running on the LIFFE CONNECT™ platform.

Commenting on the Offer, Jean-François Théodore, Chief Executive Officer of Euronext, said: "We are very proud and honoured to have the confidence of LIFFE's Board in recommending this offer. This historical step will strengthen and develop the derivatives business in Europe by creating a powerful market based on a highly professional management team, state of the art trading technology and a wide range of products."

Sir Brian Williamson, Chairman of LIFFE, said: "From its inception, LIFFE has always endeavoured to be outward in aspect and international in character. This move continues our strategy to use technology to develop our business. After notable successes in New York and Tokyo, this adds a further dimension in the fast-developing European arena."

Details of the Offer are set out in Part I of this announcement. Information on Euronext is contained in Part II and information on LIFFE is contained in Part III of this announcement.

The conditions and certain further terms of the Offer are set out in Appendix I to this announcement. Appendix II contains certain sources and bases of information. Appendix III contains definitions of certain terms used in this announcement.

Euronext is being advised by UBS Warburg. LIFFE is being advised by Credit Suisse First Boston.

This summary should be read in conjunction with the full text of this announcement.

There will be a joint press conference by Euronext and LIFFE at 1500 GMT (1600 CET) at the offices of LIFFE, Cannon Bridge House, 1 Cousin Lane, London EC4R 3XX. Those who are unable to attend in person but who wish to participate in the press conference by telephone should dial +44 208 240 8242, quoting "LIFFE". French and Dutch language simultaneous translation will be available. Playback of the press conference will be available for one week by dialling +44 208 288 4459 code 634 232.

An interview with Jean-François Théodore of Euronext can be viewed on: www.cantoscomms.com